Common use of Company Termination Fee Clause in Contracts

Company Termination Fee. (i) In the event that (A) this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b) (provided, that (x) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to any Competing Acquisition Transaction that is later consummated or any Competing Acquisition Transaction is consummated, the Company shall pay to Parent $230,000,000 (the “Company Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, upon the consummation of such Competing Acquisition Transaction. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets.

Company Termination Fee. (i) In the event that (A) If this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b8.1(c)(ii) (provided, that (xor by Parent pursuant to Section 8.1(d)(ii) the Minimum Condition has not been satisfied and neither Parent nor Merger Sub is in material default under this Agreement at the time of such termination termination, then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, (x) $30,000,000 (the “Company Termination Fee”) plus (y) all of Parent’s actual and reasonably documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by Parent and its Affiliates in connection with the transactions contemplated by this Agreement in an amount up to but not greater than $1,400,000 (the “Parent Expenses”), in each case, as promptly as reasonably practicable (and, in any event, within two Business Days following such termination). If this Agreement is terminated by either the Company or Parent pursuant to Section 9.1(b), (y8.1(b)(i) the condition to the Offer set forth and neither Parent nor Merger Sub is in clause (A) material default of Annex A is satisfied this Agreement at the time of such termination pursuant to Section 9.1(b)termination, and (z) then, in the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d)event that, (Ba) following at any time after the execution and delivery date of this Agreement and prior to such termination the occurrence of this Agreementthe action or event that gave rise to Parent’s right to terminate pursuant to Section 8.1(b)(i), an Acquisition Proposal any Third Party shall have been publicly announced made, proposed, communicated or shall have become publicly disclosed andan intention to make a bona fide Takeover Proposal, in either case, shall which bona fide Takeover Proposal was not have been publicly withdrawn retracted or rescinded prior to termination the occurrence of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”the action or event that gave rise to Parent’s right to terminate pursuant to Section 8.1(b)(i), and (Cb) within twelve (12) months following such of the termination of this Agreement, the Company enters into consummates a definitive agreement with any third party with respect to any Competing Acquisition Transaction that is later consummated or any Competing Acquisition Transaction is consummatedTakeover Proposal, then the Company shall pay pay, or cause to Parent $230,000,000 (the “Company Termination Fee”)be paid, to Parent, by wire transfer of immediately available funds same day funds, the Company Termination Fee and the Parent Expenses, such payments to an account or accounts designated in writing by Parent, be made upon the consummation of such Competing Acquisition TransactionTakeover Proposal. For purposes of this Section 8.4.1, each reference in the foregoing, a definition of Takeover Proposal to “Competing Acquisition Transaction20 percent” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)” shall will be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets50 percent.”

Company Termination Fee. (ia) In the event that (A) If this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b8.1(c)(ii) (provided, that (x) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d8.1(d)(i), then the Company shall pay to Parent (Bor as directed by Parent), by wire transfer of same day funds, $23,450,000 (the “Company Termination Fee”) following the execution and delivery of prior to or concurrently with such termination. If this Agreement and is terminated by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(ii) or by Parent pursuant to Section 8.1(d)(ii), then, in the event that, (i) prior to such termination the occurrence of this Agreementthe action or event that gave rise to the Company’s or Parent’s right to terminate pursuant to Section 8.1(b)(i), an Acquisition Proposal Section 8.1(b)(ii) or Section 8.1(d)(ii), as applicable, any Third Party shall have been publicly announced made, proposed, communicated or shall have become publicly disclosed andan intention to make a Takeover Proposal, in either case, shall which Takeover Proposal was not have been publicly withdrawn retracted or rescinded prior to termination the occurrence of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”the action or event that gave rise to the Company’s or Parent’s right to terminate pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) or Section 8.1(d)(ii), as applicable and (Cii) within twelve (12) months following such of the termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to any Competing Acquisition Transaction that is later consummated a Takeover Proposal or any Competing Acquisition Transaction Takeover Proposal is consummatedconsummated (whether or not the applicable Takeover Proposal is the same as the original Takeover Proposal publically made, proposed, communicated or disclosed), then the Company shall pay pay, or cause to Parent $230,000,000 (be paid, to Parent, on the “earlier of the date the Company Termination Fee”)enters into a Takeover Proposal Agreement or the date a Takeover Proposal is consummated, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentsame day funds, upon the consummation of such Competing Acquisition TransactionCompany Termination Fee. For purposes of this Section 8.4(a), each reference in the foregoing, a definition of Takeover Proposal to “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty fifteen percent (2015%)” shall will be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets.”

Company Termination Fee. (a) If (i) In the event that (A) this Agreement is terminated (1) by Parent or the Company terminates this Agreement pursuant to Section 9.1(b7.1(b) (provided, that (x) the Minimum Condition has not been satisfied and at the time End Date all of such termination pursuant the conditions to the Company’s obligations to close other than receipt of the Company Stockholder Approval have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date), Section 9.1(b7.1(d) or Section 7.1(f) (arising from a Willful Breach of the Company’s covenants or agreements set forth in this Agreement), (yii) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition a Company Takeover Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination after the date of this Agreement and prior to (any A) the End Date (in the case of a termination pursuant to Section 7.1(b)), (B) the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) or (C) the date of the breach giving rise to such Acquisition Proposal, termination (in the case of a “Disclosed Transaction”termination pursuant to Section 7.1(f) (arising from a Willful Breach of the Company’s covenants or agreements set forth in this Agreement)), and was not definitively withdrawn at least three Business Days prior to (CX) within twelve the End Date (12in the case of a termination pursuant to Section 7.1(b)), (Y) the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) or (Z) the date of the breach giving rise to such termination (in the case of a termination pursuant to Section 7.1(f) (arising from a Willful Breach of the Company’s covenants or agreements set forth in this Agreement)) and (iii) at any time on or prior to the date that is 12 months following the date of such termination of this Agreementtermination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, a transaction included within the definition of a Company Takeover Proposal with any third party with respect to any Competing Acquisition Transaction that is later consummated or any Competing Acquisition Transaction is consummatedPerson (a “Company Takeover Transaction”), the Company shall pay or cause to be paid to Parent $230,000,000 (the “Company Termination Fee”), by wire transfer of immediately available funds (to an account or accounts designated in writing by Parent) in immediately available funds, upon the earlier of entering into such definitive agreement with respect to any Company Takeover Transaction and the consummation of such Competing Acquisition any Company Takeover Transaction. For ; provided that for the purposes of the foregoingclause (iii) only, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein in the definition of Company Takeover Proposal to (x) “more than twenty percent (2025%)” shall be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets.”

Company Termination Fee. If (i) In the event that (A) this Agreement is validly terminated (1A) by Parent pursuant to Section 8.1(g) or (B) by the Company pursuant to Section 8.1(h) or (ii) (A) after the date of this Agreement and prior to the receipt of the Company Stockholder Approval, a Company Takeover Proposal (substituting 50% for the 20% threshold set forth in the definition of “Company Takeover Proposal”) (a “Qualifying Transaction”) shall have been publicly made or publicly disclosed (other than any disclosures by or on behalf of the Company regarding any Company Takeover Proposal made prior to the date of this Agreement), (B) thereafter this Agreement is validly terminated by Parent or the Company pursuant to Section 9.1(b8.1(d) (provided, that (x) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d)8.1(f) due to a breach of, or a failure to perform or comply with, (Bx) one or more covenants or agreements under this Agreement following the execution and delivery making of this Agreement and prior such Company Takeover Proposal or (y) Section 6.3 that leads to or results in such termination of this Agreement, an Acquisition Company Takeover Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), and (C) within at any time on or prior to the date that is twelve months after the date of such termination, (12x) months following such termination of this Agreement, the Company or any of its Subsidiaries completes or enters into a definitive agreement with any third party with respect to any Competing Acquisition a Qualifying Transaction or (y) consummates a Qualifying Transaction (in each case, which need not be the same Qualifying Transaction that is later consummated was made or any Competing Acquisition Transaction is consummateddisclosed prior to the termination hereof), then the Company shall pay to Parent $230,000,000 (the “Company Termination Fee”), by wire transfer of Fee in immediately available funds to an account (1) in the case of clause (i), within one Business Day of such termination or accounts designated (2) in writing by Parentthe case of clause (ii), upon the earlier of the entry into a definitive agreement providing for such Qualifying Transaction and the consummation of such Competing Acquisition Qualifying Transaction. For purposes of In no event shall the foregoing, a “Competing Acquisition Transaction” shall have Company be required to pay the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “Company Termination Fee on more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major marketsone occasion.

Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, if (ix) In the Company shall have terminated this Agreement pursuant to Section 7.1(g), (y) Parent shall have terminated this Agreement pursuant to Section 7.1(f)(A) or (z) (A) after the date of this Agreement, an Alternative Proposal (substituting fifty percent (50%) for the twenty-five percent (25%) threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to the Company Meeting, and not withdrawn at least two (2) Business Days prior to the Company Meeting with respect to a termination pursuant to Section 7.1(d), is proposed to the Company or publicly disclosed prior to the End Date with respect to a termination pursuant to Section 7.1(b) or is proposed to the Company or publicly disclosed prior to the event that giving rise to the termination right with respect to a termination pursuant to Section 7.1(f)(B); (AB) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (1if and only if the Company Meeting has not been held and concluded prior to such termination) or pursuant to Section 7.1(d), or this Agreement is terminated by Parent pursuant to Section 7.1(f)(B), and (C) concurrently with or within twelve (12) months after such termination, the Company shall have entered into a definitive agreement providing for a Qualifying Transaction or completed a Qualifying Transaction, then in any such event the Company shall pay to Parent (or its designee(s)) a fee of $255,000,000 million in cash (the “Company Termination Fee”) less any amounts previously paid to Parent (or its designee(s)) pursuant to the last sentence of Section 7.3(a) below, and the Company shall have no further liability with respect to this Agreement or the transactions ​ contemplated hereby to Parent or its stockholders or Affiliates, such payment to be made, with respect to clauses (x) and (y) above, within three (3) Business Days of such termination and, with respect to clause (z) above, prior to or concurrent with the earlier of entry into such definitive agreement providing for a Qualifying Transaction or completing such Qualifying Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. In the event this Agreement is terminated (x) by Parent or the Company pursuant to Section 9.1(b7.1(d) (provided, that (x) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), or (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d7.1(f)(B) due, in the case of this clause (y), (B) following the execution to Willful and delivery Material Breach of any representation or covenant of this Agreement and prior to such termination of this Agreementby the Company, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to any Competing Acquisition Transaction that is later consummated or any Competing Acquisition Transaction is consummated, then the Company shall pay to Parent (or its designee(s)) all reasonable out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment banks, advisors and consultants to Parent, Merger Sub, the Equity Investors or their respective Affiliates, and all out-of-pocket fees and expenses of Financing sources for which Parent, Merger Sub, the Equity Investors or their Affiliates may be responsible) incurred by Parent, Merger Sub, the Equity Investors or their respective Affiliates in connection with this Agreement and the transactions contemplated hereby, which amount shall not be greater than $230,000,000 (the “Company Termination Fee”), 15,000,000 by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, upon the consummation of such Competing Acquisition Transaction. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, Parent within two (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during Business Days of such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major marketstermination.

Company Termination Fee. If (i) In the event that (AA)(i) this Agreement is terminated by the Company pursuant to Section 7.1(d), (1ii) this Agreement is terminated by Parent pursuant to Section 7.1(e), or (iii) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b7.1(c) (provided, that (xor Section 7.1(f) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d7.1(g) and in the case of this clause (A)(iii), (Bx) following at any time after the execution and delivery date of this Agreement and prior to such termination termination, a Takeover Proposal shall have been made or communicated to the senior management or the Company Board of this Agreement, an Acquisition Proposal Directors or shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior made known to termination the shareholders of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”)the Company, and (Cy) within twelve (12) months following of such termination of this Agreementtermination, the Company enters shall have entered into a definitive agreement with any third party with respect to any Competing Acquisition Transaction that is later consummated Takeover Proposal, or any Competing Acquisition Transaction Takeover Proposal shall have been consummated (in each case, whether or not such Takeover Proposal is consummatedthe same as the original Takeover Proposal made, communicated, publicly made known or publicly announced), then (B) the Company shall pay to Parent $230,000,000 (Parent, as liquidated damages and not as a penalty, the “Company Termination Fee”), Fee by wire transfer of immediately available funds to (1) concurrently with the termination, in the case of the preceding clause (A)(i), (2) as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) in the case of clause (A)(ii) and (3) upon the earlier of the Company entering into an account agreement providing for such Takeover Proposal or accounts designated in writing by Parent, upon the consummation of such Competing Acquisition TransactionTakeover Proposal in the case of clause (A)(iii). For purposes of Section 7.2(b)(A)(iii) only, the foregoing, a “Competing Acquisition Transaction” definition of "Takeover Proposal" shall have the same meaning as an “Acquisition Transaction” except be modified such that (i) all references therein to (x) “more than twenty percent ("20%)” % or more" shall be deemed to be references to “"more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets".

Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, if (i) In the event that Company shall have terminated this Agreement pursuant to Section 7.1(g)(i), (ii) Parent shall have terminated this Agreement pursuant to Section 7.1(g)(ii), or (iii) (A) after the date of this Agreement but (x) prior to the Company Stockholders’ Meeting (in the case of a termination pursuant to Section 7.1(d)) or (y) prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) provided that the condition set forth in Section 6.1(a) is not satisfied, an Alternative Proposal (disregarding the word “inquiry” in the definition thereof) is publicly proposed or publicly disclosed, or any Person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal (disregarding the word “inquiry” in the definition thereof), prior to, and not withdrawn at least two (2) Business Days prior to, the Company Stockholders’ Meeting (in the case of a termination pursuant to Section 7.1(d)) or prior to the End Date (in the case of a termination pursuant to Section 7.1(b)), (B) this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b7.1(b) (provided, that (xor Section 7.1(d) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), and (C) concurrently with or within twelve (12) months following after such termination of this Agreementtermination, (xx) the Company enters shall have entered into a definitive agreement with any third party with respect to any Competing Acquisition Transaction providing for a transaction that constitutes an Alternative Proposal (which transaction is later consummated or any Competing Acquisition Transaction is subsequently consummated, whether during or following such twelve (12)-month period) or (yy) the Company shall pay have completed a transaction that constitutes an Alternative Proposal (it being understood that, for purposes of this clause (C), such transaction need not be with the same Person that made the Alternative Proposal under clause (A) and that references to Parent $230,000,000 “twenty percent (20%)” in the definition of Alternative Proposal shall be “fifty percent (50%)” for any fee to be payable under this Section 7.3(a)), then the Company Termination Fee”)shall pay, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, upon a fee of $95,600,000 in cash (the consummation “Company Termination Fee”), such payment to be made prior to or concurrently with, and as a condition to the effectiveness of, termination in the case of such Competing Acquisition Transaction. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that clause (i) all references therein above, within three (3) Business Days after such termination in the case of clause (ii) above, or within three (3) Business Days after the last to occur of the events set forth in clause (xiii) “above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than twenty percent (20%one occasion. Upon the payment by the Company of the Company Termination Fee as and when required by this Section 7.3(a)” , together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent, Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 7.2. Payment of the Company Termination Fee pursuant to this Section 7.3(a) shall be deemed to be references to “more than fifty percent liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or Representatives or any other Person in connection with this Agreement (50%and the termination hereof)” , the transactions contemplated by this Agreement (and (ythe abandonment thereof) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of or any matter forming the type described in clause (iv) of the definition of Acquisition Transaction unless basis for such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transactiontermination, (2) is a Disclosed Transactionand, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) upon payment of the Company Disclosure Letter Termination Fee, none of Parent, Merger Sub, any of their respective Affiliates (collectively, “Parent Related Parties”) or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for substantially all major markets.such termination, except to the extent provided in Section 7.2. Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to this Section 7.3(a) shall be the sole and exclusive remedy of the Parent Related Parties in circumstances where the Company Termination Fee is payable pursuant to this Section 7.3(a) against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, employees, partners, stockholders, optionholders, managers, members, other Representatives or Affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Company Termination Fee, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2. 66

Company Termination Fee. (ia) In the event that (A) If this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b) (provided, that (x) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)11.1(c)(ii), or (2) by Parent pursuant to Section 9.1(d11.1(d) but only in a case where the Company has breached its obligations and covenants in Section 7.3 by affirmatively soliciting a Takeover Proposal, then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, $1,981,000 plus reimbursement of Parent’s and its affiliates’ reasonable expenses incurred in connection with the transactions contemplated by this Agreement up to, but not in excess of, $500,000 (Bcollectively, the “Company Termination Fee”), as promptly as practicable (and, in any event, within two (2) business days following such termination). If this Agreement is terminated by either the execution and delivery Company or Parent pursuant to Section 11.1(b)(i) or by Parent pursuant to Section 11.1(d)(ii), then, in the event that, (a) at any time after the date of this Agreement and prior to such termination the occurrence of this Agreementthe action or event that gave rise to Parent’s right to terminate pursuant to Section 11.1(b)(i) or Section 11.1(d)(ii), an Acquisition Proposal as applicable, any Third Party shall have been publicly announced made, proposed, communicated or shall have become publicly disclosed andan intention to make a bona fide Takeover Proposal, in either case, shall which bona fide Takeover Proposal was not have been publicly withdrawn retracted or rescinded prior to termination the occurrence of this Agreement (any such Acquisition Proposalthe action or event that gave rise to Parent’s right to terminate pursuant to Section 11.1(b)(i) or Section 11.1(d)(ii), a “Disclosed Transaction”)as applicable, and (Cb) within twelve nine (129) months following such of the termination of this Agreement, the Company enters into a definitive agreement with any third party Third Party with respect to any Competing Acquisition Transaction that is later consummated a Takeover Proposal or any Competing Acquisition Transaction Takeover Proposal is consummatedconsummated by such Third Party, then the Company shall pay pay, or cause to Parent $230,000,000 (the “Company Termination Fee”)be paid, to Parent, by wire transfer of immediately available funds same day funds, the Company Termination Fee, such payment to an account or accounts designated in writing by Parent, be made upon the consummation of such Competing Acquisition TransactionTakeover Proposal. For purposes of this Section 11.4(a), each reference in the foregoing, a definition of Takeover Proposal to “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty 20 percent (20%)” shall will be deemed to be references to “more than fifty 50 percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets.”

Company Termination Fee. (i) In the event that If (A) this Agreement is terminated (1) by Parent or the Company terminates this Agreement pursuant to Section 9.1(b8.1(c), (2) (provided, that (x) Parent or the Minimum Condition has not been satisfied at the time of such termination Company terminates this Agreement pursuant to Section 9.1(b), 8.1(d) or (y3) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination Parent terminates this Agreement pursuant to Section 9.1(b), and (z8.1(e) the condition to the Offer set forth in clause (C)(1) as a result of Annex A is satisfied at the time any breach of such termination pursuant to Section 9.1(b)), covenants or (2) by Parent pursuant to Section 9.1(d), agreements; (B) following after the execution and delivery date of this Agreement and prior to the date of such termination of this Agreement, an a bona fide Acquisition Proposal shall have been publicly announced made to the Company or shall have become is publicly disclosed and(whether by the Company or a third party), and in either each case, shall is not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), termination; and (C) within twelve (12) 12 months following of such termination of this Agreementtermination, the Company enters into an Acquisition Proposal is consummated or a definitive agreement with any third party with in respect to any Competing of an Acquisition Transaction that Proposal (other than the type described in the following proviso) is later consummated or any Competing Acquisition Transaction is consummatedentered into, then the Company shall will concurrently with the consummation of such Acquisition Proposal or such entry into such definitive agreement pay to Parent an amount equal to $230,000,000 37,770,000 (the “Company Termination Fee”); provided, by wire transfer that if such definitive agreement is entered into in respect of immediately available funds an Acquisition Proposal that would be a “reverse merger” (as defined in Nasdaq Listing Rule 5005(a)(39); provided for this purpose, any reference to an account or accounts designated a “shell company” shall be read as a “company”, and any business combination described in writing by ParentNasdaq Listing Rule 5110(a) shall not be excluded), upon then the Company will concurrently with the consummation of such Competing Acquisition TransactionProposal that would be a “reverse merger” (as defined in Nasdaq Listing Rule 5005(a)(39); provided for this purpose, any reference to a “shell company” shall be read as a “company”, and any business combination described in Nasdaq Listing Rule 5110(a) shall not be excluded) (and not upon the entry into such definitive agreement) pay to Parent the Company Termination Fee. For purposes of this Section 8.3(b)(i), all references to “20%” in the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an definition of “Acquisition TransactionProposal” except that (i) all references therein to (x) “more than twenty percent (20%)” shall will be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets.”

Company Termination Fee. (i) In the event that (Ai) this the Merger Agreement is terminated (1a) by Parent Celgene or the Company pursuant Receptos due to Section 9.1(b) an Outside Date Termination (provided, provided that (x1) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), and (y2) the condition to the Offer set forth in clause (A) of Annex A Antitrust Condition is satisfied at the time of such termination pursuant to Section 9.1(b), and (z3) the condition to the Offer set forth in clause (C)(1there is no Restraint) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2b) by Parent pursuant Celgene due to Section 9.1(d)a Receptos Breach Termination, (Bii) following the execution and delivery of this the Merger Agreement and prior to such termination of this Agreementtermination, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this the Merger Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), ) and (Ciii) within twelve (12) 12 months following such termination of this Agreementtermination, the Company Receptos enters into a definitive agreement with any third party with respect to any Competing Acquisition Transaction (as defined below) that is later consummated or any Competing Acquisition Transaction is consummated, the Company shall pay to Parent $230,000,000 in cash (the “Company Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, upon the consummation of such Competing Acquisition Transaction. For purposes of the foregoing, a A “Competing Acquisition Transaction” shall have has the same meaning as an “Acquisition Transaction” except that (i) all references therein to (xa) “more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%)” and (yb) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company Receptos during such twelve (12) 12 month period, results in the grant of exclusive (or exclusive except as to the Company Receptos and/or its Subsidiariessubsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter a specified Receptos product for substantially all major markets. In the event that the Merger Agreement is terminated by Receptos due to an Alternative Transaction Termination, Receptos is also required to pay to Celgene the Company Termination Fee as a condition to the effectiveness of such termination. In addition, in the event that the Merger Agreement is terminated by Celgene due to a Receptos Board Termination, Receptos is required to pay to Celgene the Company Termination Fee. Parent Termination Fee. In the event that (i) the Merger Agreement is terminated by Celgene or Receptos due to (1) an Outside Date Termination or (2) an Antitrust Termination, (ii) at the time of such termination, the Antitrust Condition has not been satisfied, and (iii) the failure of the Antitrust Condition to be satisfied did not result from any breach by Receptos of any of its covenants or obligations set forth in the Merger Agreement, Celgene will (a) pay to Receptos $400,000,000 in cash and (b) enter into a loan agreement with Receptos pursuant to which it commits to loan Receptos up to an aggregate principal amount of $350,000,000. TABLE OF CONTENTS​ Expenses. All fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party or parties, as applicable, incurring such expenses whether or not the Offer and/or the Merger is consummated.

Company Termination Fee. If (i) In the event that (A) this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b) (provided, that (x) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b8.1(c)(iii), (yii) the condition to the Offer set forth in clause (A) of Annex A this Agreement is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) terminated by Parent pursuant to Section 9.1(d8.1(d)(ii), or (Biii) following (A) after the execution and delivery of this Agreement and prior to such termination date of this Agreement, an Alternative Acquisition Proposal shall is publicly proposed or publicly disclosed, (B) this Agreement is terminated pursuant to Section 8.1(b)(iii) or Section 8.1(d)(i) or pursuant to Section 8.1(b)(i) and at such time this Agreement could have been publicly announced validly terminated pursuant to Section 8.1(b)(iii) or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), Section 8.1(d)(i) and (C) concurrently with or within twelve (12) months following after such termination of this Agreementtermination, the Company enters shall have (I) consummated any Alternative Acquisition Proposal (for this purpose substituting “50%” for “20%” and “80%” in each place each such percentage appears in the definition of Alternative Acquisition Proposal) or (II) entered into a definitive agreement with providing for any third party with respect to any Competing Alternative Acquisition Transaction that is later consummated Proposal (for this purpose substituting “50%” for “20%” and “80%” in each place each such percentage appears in the definition of Alternative Acquisition Proposal) (whether or any Competing Acquisition Transaction is not consummated), then, in each case, the Company shall pay to Parent $230,000,000 (the “Company Termination Fee”)pay, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, upon a fee of $5,261,750 in cash (the “Company Termination Fee”). The payment of any Company Termination Fee shall be made concurrently with (and as a condition to) such termination in the case of clause (i) above, within three (3) Business Days after such termination in the case of clause (ii) above, or within three (3) Business Days after the earlier of (x) the consummation of any such Competing Alternative Acquisition Transaction. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%)” and Proposal or (y) “less than eighty percent (80%)” shall be deemed entry into a definitive agreement with respect to be references to “less than fifty percent (50%),” and (ii) a Competing any Alternative Acquisition Transaction shall not include a transaction Proposal in the case of the type described in clause (iviii) of above (it being understood and agreed that in no event shall the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard Company be required to clause (iv) of pay the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into Company Termination Fee on more than one occasion). Upon the payment by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major marketsTermination Fee as and when required by this Section 8.3(a), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent, Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 8.2.

Company Termination Fee. (i) In the event that (A) Section 8.4.1 If this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b8.1(c)(ii) then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, $58,000,000 (the “Company Termination Fee”); provided, however, that (x) the Minimum Condition has not been satisfied at the time of such termination shall not be effective until the Company pays the Company Termination Fee. If this Agreement is terminated pursuant to Section 9.1(b8.1(d)(ii) then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, the Company Termination Fee as promptly as reasonably practicable (y) the condition to the Offer set forth and in clause (A) of Annex A any event within two Business Days following such termination). If this Agreement is satisfied at the time of such termination terminated pursuant to Section 9.1(b8.1(b)(i), and (z) then, in the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d)event that, (Ba) following at any time after the execution and delivery date of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal any Third Party shall have been publicly announced made, proposed, communicated or shall have become publicly disclosed andan intention to make a bona fide Takeover Proposal, in either case, shall which bona fide Takeover Proposal was not have been publicly withdrawn retracted or rescinded prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”)termination, and (Cb) within twelve (12) months following such of the termination of this Agreement, the Company or any Company Subsidiary enters into a definitive agreement with any third party with respect to any Competing Acquisition Transaction that is later consummated a Takeover Proposal or any Competing Acquisition Transaction Takeover Proposal is consummated, then the Company shall pay pay, or cause to Parent $230,000,000 (the “Company Termination Fee”)be paid, to Parent, by wire transfer of immediately available same day funds, the Company Termination Fee (provided that, in the event that the Company Termination Fee is paid, the amount of the Company Termination Fee shall be reduced dollar for dollar by the amount of any previously paid Parent Expenses), such payment to be made upon the earlier to occur of the execution of a definitive agreement relating to, or consummation of, such Takeover Proposal. In addition, if this Agreement is terminated pursuant to Section 8.1(b)(i), then the Company shall reimburse Parent and Merger Sub for the reasonable documented out-of-pocket costs, fees and expenses incurred by Parent or Merger Sub in connection with this Agreement and the Merger up to an amount not to exceed $11,500,000 in the aggregate (the “Parent Expenses”), with such reimbursement (i) payable by wire transfer of same day funds to an account Parent (or accounts designated in writing as directed by Parent, upon ) within two (2) Business Days following the consummation date of such Competing Acquisition Transactiontermination and (ii) credited on a dollar-for-dollar basis against any subsequent Company Termination Fee that may thereafter be payable to Parent. For purposes of this Section 8.4.1, each reference in the foregoing, a definition of Takeover Proposal to “Competing Acquisition Transaction20 percent” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)” shall will be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major markets50 percent.”

Company Termination Fee. If this Agreement is (i) In the event that terminated (A) this Agreement is terminated by the Company pursuant to Section 7.1(d) (1Superior Proposal), or (B) by Parent pursuant to Section 7.1(e) (Adverse Recommendation), or (ii) (A) by Parent or the Company pursuant to Section 9.1(b7.1(c) (provided, that (x) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(dNo Vote), (B) following the execution and delivery of this Agreement and prior to such termination the time at which a vote is taken on the adoption of this Agreement, Agreement at the Shareholders Meeting (or an adjournment or postponement thereof) an Acquisition Proposal shall have been is publicly announced or shall have become publicly disclosed and, in either case, shall known and not have been publicly withdrawn prior to termination of this Agreement (any such a "Competing Acquisition Proposal, a “Disclosed Transaction”"), and (C) within twelve (12) months following such the termination of this AgreementAgreement pursuant to Section 7.1(c), the foregoing Competing Acquisition Proposal is consummated or the Company enters into a definitive agreement with any third party with respect Contract to any consummate the foregoing Competing Acquisition Transaction that is later consummated or any Proposal and such Competing Acquisition Transaction is subsequently consummated, the Company shall promptly, and in any event within five (5) Business Days after the date of such termination (except as provided in the proviso below), pay Parent the Company Termination Fee (less the amount of Parent Expenses previously paid to Parent $230,000,000 (the “Company Termination Fee”pursuant to Section 7.2(c), if any) by wire transfer of immediately available funds (it being understood and agreed that Parent shall provide the Company with the applicable account information promptly upon request therefor); provided that, in the case of a termination pursuant to an account or accounts designated in writing by Parentclause (ii), upon such payment shall be made substantially concurrently with the consummation of such Competing Acquisition Transaction. For purposes Proposal; provided, further, that, for the purpose of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and clause (ii) a Competing Acquisition Transaction shall not include a transaction of the type described ), each reference to 20% in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard Proposal shall be replaced with 50%. For the avoidance of doubt, in no event shall the Company be obligated to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transactionpay, or (3) together with other transactions entered into by cause to be paid, the Company during such twelve (12) month periodTermination Fee on more than one occasion, results in the grant of exclusive (whether or exclusive except as to not the Company and/or its Subsidiaries) commercialization rights for Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. If the Company Product listed as item 1 under becomes obligated to pay the heading “Company Product” on Termination Fee pursuant to this Section 1.1(a) 7.2(b), Parent and Merger Sub agree that Parent's right to receive the Company Termination Fee from the Company shall be Parent's and Merger Sub's sole and exclusive remedy against the Company and the Company Group and, upon payment of the Company Disclosure Letter for substantially all major marketsTermination Fee, neither the Company nor any member of the Company Group shall have any liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement or the transactions contemplated hereby.

Company Termination Fee. In consideration of the financial accommodations theretofore made, and to be made hereafter by Buyer to the Company in accordance with the Letter of Intent, the Company shall (ia) In pay to Buyer a termination fee (the “Company Termination Fee”) of Two Hundred and Fifty Thousand Dollars ($250,000) as liquidated damages; (b) reimburse Buyer for all expenses incurred by Buyer in connection with the entering into this Agreement and the carrying out of any and all acts contemplated hereunder, up to an aggregate maximum amount of One Hundred Thousand Dollars ($100,000) (the “Buyer Expense Fee”); (c) immediately repay to Buyer all amounts theretofore advanced by Buyer to or for the benefit of Company; and (d) grant to Buyer an exclusive, two year, royalty free license to the Product with the right to sublicense the Product to end-users in the United States of America, Mexico and Canada in the event that (A) this Agreement is terminated as follows: (1i) by Parent or the Company if Buyer shall terminate this Agreement pursuant to Section 9.1(b7.1.4, 7.1.6, or 7.1.7 (other than because a representation or warranty of the Company became untrue between the date hereof and the Closing as the result of an event or condition over which the Company was unable, in the exercise of its reasonable commercial efforts, to exercise control or because of a breach of a covenant or agreement of the Company that the Company was unable to prevent in the exercise of its reasonable commercial efforts); or (ii) if (provided, that (xA) the Minimum Condition has not been satisfied at the time of such termination either party shall terminate this Agreement pursuant to Section 9.1(b)7.1.2 and, (y) at any time after the condition to Agreement Date and before the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal with respect to the Company shall have been publicly announced made, proposed or shall have become publicly disclosed and, in either case, shall communicated and not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), and (CB) within twelve (12) months following such the termination of this Agreement, the Company consummates any Acquisition Proposal or enters into an agreement, understanding (including a definitive agreement with any third party letter of intent) with respect to any Competing Acquisition Transaction that Proposal which is later consummated or any Competing Acquisition Transaction is subsequently consummated, the Company shall pay to Parent $230,000,000 (the “. Any Company Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, upon the consummation of such Competing Acquisition Transaction. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)” Fee payable under this provision shall be deemed payable as liquidated damages to compensate Buyer for the damages Buyer will suffer if this Agreement is terminated in the circumstances set forth in this Section 7.2.2, which damages cannot be determined with reasonable certainty. It is specifically agreed that any Company Termination Fee to be references paid pursuant to “more than fifty percent (50%)” this Section 7.2.2 represents liquidated damages and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) not a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major marketspenalty.

Company Termination Fee. (i) In the event that this Agreement is validly terminated by Parent pursuant to Section 7.1(e) or by the Company pursuant to Section 7.1(i), then the Company shall pay to Parent the Company Termination Fee less the amount of any Parent Expense Reimbursement previously paid to Parent pursuant to Section 7.3(a). The Company Termination Fee payable pursuant to this Section 7.3(b)(i) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent no later than the second (2nd) Business Day following termination pursuant to Section 7.1(e) and concurrently with any termination pursuant to Section 7.1(i); provided, however, that if Parent has not provided wire information to the Company for the Company Termination Fee at least one (1) Business Day prior to the date such payment is due to Parent, then the Company Termination Fee shall be paid one (1) Business Day after such wire instructions are provided to the Company. If (A) after the Agreement Date, an Acquisition Proposal shall have become publicly known or has been publicly delivered to the Company Board and not withdrawn, (B) thereafter this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b7.1(b) (provided, that (x) where the failure of Purchaser to accept shares of Company Common Stock for payment pursuant to the Offer is attributable to the failure of the Minimum Condition has not been satisfied at to be satisfied, (2) by Parent or the time of such termination Company pursuant to Section 9.1(b), (y7.1(c) where the condition failure of Purchaser to accept shares of Company Common Stock for payment pursuant to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition attributable to the Offer set forth in clause (C)(1) failure of Annex A is satisfied at the time of such termination pursuant Minimum Condition to Section 9.1(b))be satisfied, or (23) by Parent pursuant to Section 9.1(d), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”7.1(f), and (C) within twelve (12) months following after such termination of this Agreement, (x) the Company enters shall have entered into a definitive agreement with any third party with respect to any Competing Acquisition Proposal or (y) any Acquisition Transaction that is later consummated or any Competing Acquisition Transaction is shall have been consummated, then the Company shall pay to Parent $230,000,000 (the “Company Termination Fee”Fee (less the amount of any Parent Expense Reimbursement previously paid to Parent pursuant to Section 7.3(a), ) by wire transfer of immediately available same-day funds to an account on the earliest date of when such definitive agreement is executed or accounts designated in writing by Parent, upon the consummation of such Competing Acquisition Transaction. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)” shall be deemed to be references to “more than fifty percent (50%)” and (y) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major marketsconsummated.

Company Termination Fee. (i) In the event that that: (A) this Agreement is terminated by the Company in accordance with Section 9.1(d)(i) (Termination for Superior Offer); (B) this Agreement is terminated by Parent in accordance with Section 9.1(c)(i) (Termination Upon Trigger Event); or (C) this Agreement is terminated (1) by Parent or the Company or Parent pursuant to Section 9.1(b9.1(b)(i) (provided, that (xTermination Upon End Date) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d9.1(c)(ii) (Termination upon Company Breach) hereof (provided that in either case, at the time of such termination, the Minimum Condition is not satisfied and, with respect to any termination by the Company pursuant to Section 9.1(b)(i) (Termination Upon End Date), (B) following the execution and delivery of right to terminate this Agreement pursuant to Section 9.1(b)(i) (Termination Upon End Date) was then available to Parent) and, in the case of clauses (1) and (2) immediately above, (y) prior to such termination of this Agreementtermination, an a bona fide Acquisition Proposal shall have been publicly announced made to the Company or shall have become is publicly disclosed and(whether by the Company or a third party), and in either each case, shall is not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), termination; and (Cz) within twelve (12) months following after such termination of this Agreement, the Company enters into Agreement (a) a transaction relating to an Acquisition Proposal is consummated or (b) a definitive agreement with any third party with respect relating to any Competing an Acquisition Transaction that Proposal is later consummated or any Competing entered into by the Company which Acquisition Transaction Proposal is subsequently consummated, in the Company shall pay to Parent $230,000,000 case of each of subclause (the “Company Termination Fee”a) and (b), by wire transfer of immediately available funds whether or not such Acquisition Proposal is the same as the one referred to an account or accounts designated in writing by Parentclause (y) hereof (provided, upon the consummation of such Competing Acquisition Transaction. For that for purposes of this clause (z) the foregoing, a references to “Competing Acquisition Transaction15%” shall have and “85%” in the same meaning as an definition of “Acquisition Transaction” except that (i) all references therein to (x) “more than twenty percent (20%)Proposal” shall be deemed to be references to “50%”); then, in each such event of (A), (B) or (C) under this Section 9.3(b)(i), the Company shall pay, or shall cause to be paid, to Parent the Company Termination Fee by wire transfer of same day funds to an account designed in writing by Parent (1) in the case of a termination by the Company pursuant to Section 9.1(d)(i) (Termination for Superior Offer), concurrently with and as a condition to the termination of this Agreement, (2) in the case of a termination by Parent in accordance with Section 9.1(c)(i) (Termination Upon Trigger Event), within two (2) Business Days after such termination, or (3) in the case of a termination pursuant to Section 9.1(b)(i) (Termination Upon End Date) or Section 9.1(c)(ii) (Termination upon Company Breach) (in either case, under the circumstances described in Section 9.3(b)(i)(C)), within two (2) Business Days after the consummation of the Acquisition Proposal referred to in clause (z) of this Section 9.3(b)(i). Anything to the contrary in this Agreement notwithstanding, the Parties agree that in no event shall the Company be required to pay the Company Termination Fee on more than fifty percent (50%)one occasion. As used herein, the “Company Termination Fee” and (y) “less than eighty percent (80%)” means a cash amount equal to $5,000,000. The receipt of the Company Termination Fee shall be deemed to be references liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates and Representatives or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates and Representatives (collectively, “Parent Related Parties”) or any other Person shall be entitled to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction bring or maintain any claim, action or proceeding against the Company, any of its Affiliates or any of its Representatives arising out of, relating to, or in connection with, this Agreement, any of the type described Transactions or any matters forming the basis for such termination; provided, however, that, nothing in clause (ivthis Section 9.3(b)(i) or Section 9.3(b)(ii) shall limit the rights of Parent or the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, Merger Sub under Section 10.5 or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant case of exclusive (common law fraud or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major marketsWillful Breach.

Company Termination Fee. Notwithstanding anything to the contrary in this Agreement, if (i) In the event that Company shall have terminated this Agreement pursuant to Section 8.01(g), (ii) Parent shall have terminated this Agreement pursuant to Section 8.01(h), or (iii) (A) after the date of this Agreement, an Acquisition Proposal is publicly proposed or publicly disclosed prior to, and not publicly withdrawn without qualification at least three (3) business days prior to, the Company Stockholders’ Meeting or the breach giving rise to the right to terminate this Agreement pursuant to Section 8.01(f), as applicable, (B) this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b8.01(d) (provided, that (x) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d), (B8.01(f) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), and (C) concurrently with or within twelve (12) months after such termination, (x) the Company shall have entered into a definitive agreement providing for an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such twelve (12)-month period) or (y) an Acquisition Proposal is consummated (in the case of each of clauses (x) and (y), whether or not involving the same Acquisition Proposal which was made prior to the termination of this Agreement), the Company enters into a definitive agreement with any third party with respect to any Competing Acquisition Transaction that is later consummated or any Competing Acquisition Transaction is consummated, then the Company shall pay to Parent $230,000,000 (the “Company Termination Fee”)pay, by wire transfer of immediately available funds to an account designated by Investor (including, for this purpose, any account designated by Investor that is an account of a Subsidiary of Investor), a fee of $344,800,000 in cash (the “Company Termination Fee”), such payment to be made concurrently with termination in the case of clause (i) above, within three (3) business days after such termination in the case of clause (ii) above, or accounts designated in writing by Parent, upon within three (3) business days after the consummation of such Competing the Acquisition Transaction. For purposes Proposal, in the case of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except clause (iii) above; it being understood that (i) all references therein to (x) “more than for all purposes of clause (iii) above and the application of this Section 8.03(a), all references to twenty percent (20%)) in the definition of “Acquisition Proposal” shall be deemed to be references to “more than fifty percent (50%)” and (y) “less in no event shall the Company be required to pay the Company Termination Fee on more than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of one occasion. Upon the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into payment by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter Termination Fee as and when required by this Section 8.03(a), none of the current, former, or future Company Parties shall have any further liability with respect to this Agreement or the Transactions to any Parent Party. In the event the Company Termination Fee becomes due and payable, payment from the Company of the Company Termination Fee pursuant to this Section 8.03(a) (and any Enforcement Expenses due pursuant to Section 8.03(c)) shall be the sole and exclusive remedy of the Parent Parties against the Company Parties for substantially any and all major marketslosses or damages suffered or incurred by the Parties or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof), or any matter forming the basis for such termination or abandonment, and, upon payment of the Company Termination Fee, none of the Company Parties shall have any further liability or obligation arising out of or relating to this Agreement or the Transactions.

Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, if (i) In the event that Company shall have terminated this Agreement pursuant to Section 7.1(g)(i), (ii) Parent shall have terminated this Agreement pursuant to Section 7.1(g)(ii), or (iii) (A) after the date of this Agreement but (x) prior to the Company Stockholders’ Meeting (in the case of a termination pursuant to Section 7.1(d)) or (y) prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) provided that the condition set forth in Section 6.1(a) is not satisfied, an Alternative Proposal (disregarding the word “inquiry” in the definition thereof) is publicly proposed or publicly disclosed, or any Person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal (disregarding the word “inquiry” in the definition thereof), prior to, and not withdrawn at least two (2) Business Days prior to, the Company Stockholders’ Meeting (in the case of a termination pursuant to Section 7.1(d)) or prior to the End Date (in the case of a termination pursuant to Section 7.1(b)), (B) this Agreement is terminated (1) by Parent or the Company pursuant to Section 9.1(b7.1(b) (provided, that (xor Section 7.1(d) the Minimum Condition has not been satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)), or (2) by Parent pursuant to Section 9.1(d), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”), and (C) concurrently with or within twelve (12) months following after such termination of this Agreementtermination, (xx) the Company enters shall have entered into a definitive agreement with any third party with respect to any Competing Acquisition Transaction providing for a transaction that constitutes an Alternative Proposal (which transaction is later consummated or any Competing Acquisition Transaction is subsequently consummated, whether during or following such twelve (12)-month period) or (yy) the Company shall pay have completed a transaction that constitutes an Alternative Proposal (it being understood that, for purposes of this clause (C), such transaction need not be with the same Person that made the Alternative Proposal under clause (A) and that references to Parent $230,000,000 “twenty percent (20%)” in the definition of Alternative Proposal shall be “fifty percent (50%)” for any fee to be payable under this Section 7.3(a)), then the Company Termination Fee”)shall pay, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, upon a fee of $95,600,000 in cash (the consummation “Company Termination Fee”), such payment to be made prior to or concurrently with, and as a condition to the effectiveness of, termination in the case of such Competing Acquisition Transaction. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that clause (i) all references therein above, within three (3) Business Days after such termination in the case of clause (ii) above, or within three (3) Business Days after the last to occur of the events set forth in clause (xiii) “above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than twenty percent (20%one occasion. Upon the payment by the Company of the Company Termination Fee as and when required by this Section 7.3(a)” , together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent, Merger Sub or their respective Affiliates or Representatives, except to the extent provided in Section 7.2. Payment of the Company Termination Fee pursuant to this Section 7.3(a) shall be deemed to be references to “more than fifty percent liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or Representatives or any other Person in connection with this Agreement (50%and the termination hereof)” , the transactions contemplated by this Agreement (and (ythe abandonment thereof) “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%),” and (ii) a Competing Acquisition Transaction shall not include a transaction of or any matter forming the type described in clause (iv) of the definition of Acquisition Transaction unless basis for such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transactiontermination, (2) is a Disclosed Transactionand, or (3) together with other transactions entered into by the Company during such twelve (12) month period, results in the grant of exclusive (or exclusive except as to the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) upon payment of the Company Disclosure Letter Termination Fee, none of Parent, Merger Sub, any of their respective Affiliates (collectively, “Parent Related Parties”) or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for substantially all major marketssuch termination, except to the extent provided in Section 7.2. Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to this Section 7.3(a) shall be the sole and exclusive remedy of the Parent Related Parties in circumstances where the Company Termination Fee is payable pursuant to this Section 7.3(a) against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, employees, partners, stockholders, optionholders, managers, members, other Representatives or Affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Company Termination Fee, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Company Termination Fee. (i) In The Company would be required to pay a termination fee of $181,500,000.00, which we refer to as the event that “Company Termination Fee,” to Parent if the Merger Agreement is terminated: • pursuant to a Superior Proposal Termination; ​ • pursuant to an Adverse Recommendation Change Termination; or ​ • if (A) this following the date of the Merger Agreement, a Takeover Proposal will have been publicly made or otherwise become generally known to the public and has not been subsequently withdrawn, (B) thereafter the Merger Agreement is terminated by (1) by Parent or the Company or Parent pursuant to Section 9.1(b) a Termination Date Termination and at such time all of the Offer conditions (provided, that (x) other than the Minimum Tender Condition has not been and the Offer conditions that by their terms are to be satisfied at the time of Offer closing, but subject to such termination pursuant conditions being able to Section 9.1(bbe satisfied), have been satisfied or waived ​ TABLE OF CONTENTS (subject to certain requirements set forth in the Merger Agreement), (y2) the condition Company or Parent, pursuant to the Offer a Minimum Tender Condition Termination (subject to certain requirements set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), and (z) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)Merger Agreement), or (23) by Parent pursuant to Section 9.1(d), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been publicly withdrawn prior to termination of this Agreement (any such Acquisition Proposal, a “Disclosed Transaction”)Company Breach Termination, and (C) within twelve (12) 12 months following the date of such termination of this Agreementtermination, the Company enters into a definitive agreement with any third party with respect to any Competing Acquisition Transaction that transaction specified in the definition of “Takeover Proposal” and such Takeover Proposal is later consummated or any Competing Acquisition Transaction is subsequently consummated, the Company shall pay to Parent $230,000,000 (the “Company Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, upon the consummation of such Competing Acquisition Transaction. For purposes of this clause, the foregoing, a references in the definition of the term “Competing Acquisition TransactionTakeover Proposal” shall have to the same meaning as an figure “Acquisition Transaction25%” except that (i) all references therein to (x) “more than twenty percent (20%)” shall will be deemed to be references to replaced by “more than fifty percent (50%)” and (y) ”. The Company Termination Fee is payable prior to or concurrently with termination of the Merger Agreement in the event of a Superior Proposal Termination, and, in all other cases, within two business days after the date of the event giving rise to the obligation to pay the Company Termination Fee. Parent Termination Fee Parent would be required to pay a termination fee of $594,000,000.00, which we refer to as the “less than eighty percent (80%)” shall be deemed to be references to “less than fifty percent (50%)Parent Termination Fee,” to the Company if the Merger Agreement is terminated: • pursuant to a Parent Breach Termination; ​ • pursuant to a Failure to Close Termination; ​ • pursuant to an Offer Change Termination; or ​ • if the Merger Agreement is terminated by the Company or Parent pursuant to a Termination Date Termination and if the Company would have been entitled to terminate the Merger Agreement pursuant to a Parent Breach Termination, a Failure to Close Termination or an Offer Change Termination. ​ The Parent Termination Fee is payable within two business days after the date of the event giving rise to the obligation to pay the Parent Termination Fee. If the Merger Agreement is terminated by (i) Parent at any time when the Company would have been entitled to terminate the Merger Agreement, the Company will be entitled to receipt of any Parent Termination Fee that would have been (or would have subsequently become) payable had the Company terminated the Merger Agreement at such time or (ii) a Competing Acquisition Transaction shall not include a transaction of the type described in clause (iv) of the definition of Acquisition Transaction unless such transaction (1) is a Competing Acquisition Transaction without regard to clause (iv) of the definition of Acquisition Transaction, (2) is a Disclosed Transaction, or (3) together with other transactions entered into by the Company during such twelve (12) month periodat any time when Parent would have been entitled to terminate the Merger Agreement, results in the grant Parent shall be entitled to receipt of exclusive any Company Termination Fee that would have been (or exclusive except as to would have subsequently become) payable had Parent terminated the Company and/or its Subsidiaries) commercialization rights for the Company Product listed as item 1 under the heading “Company Product” on Section 1.1(a) of the Company Disclosure Letter for substantially all major marketsMerger Agreement at such time.